Filing Overview
Registrant: Owl Rock Technology Finance Corp. (now identified in the request as Blue Owl Technology Finance Corp.)
Form 8-K date: December 23, 2020. The filing reports a transaction announcement under Item 8.01, not quarterly or annual financial results.
Business Context and Transaction
Owl Rock Capital Group, the parent of the registrant’s investment adviser, announced a merger with Dyal Capital Partners to form Blue Owl Capital. Blue Owl planned to enter the public market through its acquisition by Altimar Acquisition Corporation, a special purpose acquisition company sponsored by an affiliate of HPS Investment Partners.
Blue Owl was expected to have more than $45 billion in assets under management and to trade on the New York Stock Exchange under the ticker “OWL.”
Financial Metrics and Liquidity
- The filing does not provide revenue, net income, earnings per share, cash flow, margins, debt, liquidity, net asset value, or other operating financial metrics for the registrant.
- The only quantitative operating figure disclosed is Blue Owl’s expected assets under management of more than $45 billion.
Material Changes and Governance
- The transaction would result in a change of control of the registered investment adviser to the registrant and the other Owl Rock business development companies.
- That change of control would constitute an assignment of the existing investment advisory agreement under the Investment Company Act of 1940.
- Shareholders would be asked to approve an amended and restated investment advisory agreement at a future special meeting.
- The filing states that all material terms of the advisory agreement, including those applicable to the registrant, would remain unchanged if approved.
- Owl Rock stated that the investment strategy, investment team, and investment process would not change. The Owl Rock BDCs would continue to be led by CEO and co-founder Craig Packer.
Outlook, Risks, and Unusual Items
- The transaction’s timing and anticipated benefits are forward-looking and subject to completion, shareholder approval, and other risks and uncertainties.
- Investors were directed to future proxy materials for details regarding the transaction and related matters.
- The filing cautions that actual results could differ materially from forward-looking statements and refers investors to the Owl Rock BDCs’ SEC filings for additional risk factors.
- The transaction materials were furnished under Item 8.01 and were not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference, except where expressly stated.
Key Facts for Investors to Verify
- Whether the proposed merger and Altimar acquisition were completed and the date of closing.
- Whether shareholders approved the amended and restated investment advisory agreement.
- Whether the advisory agreement’s fees, duration, termination provisions, and other material terms remained unchanged.
- Whether the registrant’s investment strategy, management team, and investment process changed after the transaction.
- The registrant’s subsequent financial results, leverage, liquidity, net asset value, and portfolio performance, which are not provided in this filing.